Spider-Man & Black Cat: Fade to black
by UltimateHero59
Summary: While expriencing some emotional tramua, Black Cat tries to help ease the pain with crime fighting, and a makeshift black suit. He soon starts expriencing some violent tendencies, just like with the symbiote. Only with a different outcome. NOW BEING REWRITTEN!
1. Prologue

**This is hopefully a 2nd, better attempt at a Spiderman fanfic. Enjoy. P.S I DO NOT OWN SPIDERMAN or black cat.**

**Author's Note: This chapter has been rewritten, so it differs from the original. Enjoy.**

Fade to Black.

Prologue:

Everything was so clouded. Conflicted feelings of guilt and regret wracked my mind. I ran across the rooftops with my mask off, not exactly caring where I was going. The rain was pouring down on my head, but I didn't seem to notice it. I came to a rooftop near Times Square, and the lights just seemed to blind me for a second. I closed my eyes, and rubbed them, despite the fact that I was getting rain in my eyes. I blinked several times, and looked around. Not really noticing the dark figure coming up behind me. Something touched my shoulder lightly, and I jumped. Spinning, I was prepared to attack, but instead I saw a female with white hair, and a black eye piece covering her eyes.

"Hey Spider." The black cat stood with a sad smile on her face. I get she sensed there was something wrong. I turned and looked at her, and turned back to look at the bright city lights. She walked up beside me, and placed her hand on my shoulder.

'Are you okay?" She asked.

"No." I replied back sullenly.

"What happened?"

I wasn't ready to talk, not now, not after the events that transpired just moments ago.

"Great responsibility… Some hero I turned out to be." I said to myself.

"What do you mean, talk to me." She wrapped her arms around my head, and looked at me. I averted my eyes, not wanting to look in her eyes.

"Peter…" She turned my head to look at her, and gave me a kiss. A simple peck on the lips, she kissed me again, deeper this time. I finally gave in, and wrapped my arms around her waist, pulling her in closer. After a moment of heated passion, she pulled back, and started to caress my cheek.

"Come with me." She said, taking my hand, and leading off the rooftops, to a place where we could spend the night. I knew what she was implying, but I didn't want to be alone tonight, and I wanted to place my mind on something else, but I knew I would never forget. Just as I wouldn't forget the others, the ones I let die, and let down. The ones that I failed to save.

**LATER THAT NIGHT**

When I woke up, I was kind of surprised by where I was. I was in a nice hotel room with my wet costume strewn across the floor. I turned to my side, and the bed was empty. I looked down at myself, and saw that I was naked. I looked around, and saw the window open. It was still dark outside, and the rain had died down. I got out of bed, and remembered the events from last night. Causing a blush to creep up my face, I smiled a little, but remembered what got me here in the first place, causing that blush to all but disappear. I gathered my clothes off the floor, and put the clothes in a bag, on the desk in the room. As I did this, I noticed a box sitting on the desk with a note on it. I pulled the note off, and begin to read.

_Hey Spider, noticed you didn't have any other clothes, and you also feeling down. So I left this for you to wear. Enjoy. P.S. Meet me at the Chrysler Building, the usual spot._

I ripped open the box, and was caught off guard by the white piercing eyes staring back at me. I frowned, and pulled the mask out of the case, and put it on.

**Review, and tell me your thoughts. Next Chapter: Back in Black.**


	2. Back in Black

**Here's the 2****nd**** chapter. Again I don't own Spider-Man or Black Cat.**

**Author's Note****: This chapter has been rewritten, so it differs from the original. Otherwise enjoy.**

Fade to Black.

Ch. 1

Back in Black.

The suit obviously was a fake, but I couldn't help but feel empowered by it. And swinging through the city just seemed to make that feeling grow. I was swinging towards the Chrysler building; the usual place Cat and I met at. I let go off my web line, and flipped through the air, landing on an eagle located on the side of the building. I stood up, and looked around, not seeing Cat but the lit up skyscrapers. I stood there for a moment, and begin to reflect on previous events.

Flashback: **A FEW HOURS EARLIER  
**_  
It was in the evening, and it started to rain heavily as I was on patrol. I was heading to a bank (how cliché) to stop a simple hold up, where hostages, and a group of regular Joes with guns was involved. I snuck in through the top of the building, and accessed the situation. A group of regular thugs, 6 of them, were standing around. 2 of them were standing guard at the entrance. 2 more were watching the hostages. The last 2 were trying to get into the vault. The hostages were cowering in the corners, huddled together, and scared out of their minds. While they weren't looking, I shot out 2 webs, and pulled the two by the entrance up. They looked at me in shock, and proceeded to yell. I immediately knocked them out, and bound them in individual cocoons of webbing up to their necks. I noticed the 2 thugs by the hostages turn around, and look to see their associates gone. They started to look around, gripping their guns, prepared for something to happen. Unbeknownst to them, I came down on a web, and tapped one of the thugs on the shoulder with my foot. The thug turned to me, and I emptied a cartridge of webbing onto him, and slingshot him into the air. The other pointed his gun at me, and attempted to shoot, only to be knocked into the air, still holding the trigger. I unleashed a torrent of webbing onto him, and the gun. The unconscious man fell to the ground, landing with a groan. My spider-sense then went off, alerting me to a presence behind me. I heard a gun go off, and I leaped into the air. Seeing the last 2 robbers shooting their guns, at me I shot out webbing from each hand, the webbing hitting the guns, and knocking them out the thugs hands. I landed on the ground, and proceeded to attack them, only to hear someone scream from behind me. I turned, and looked and saw a little girl looking at a older man, crying her eyes out. The older man was holding his hand over a bloody wound on his stomach. _

"_Daddy, are you okay?" The little girl asked._

"_Yeah, I'm… fine." The father replied, obviously trying to sooth the worried little girl.. _

_I turned to the last two thugs, swallowing my anger so that I wouldn't lash out, and swiftly knocked them unconscious. I went over to the little girl, and saw her laying over her father, still crying. She looked up at me, and sniffed, and wiped her eyes._

"_Help my Daddy." She said._

_Later (after taking the criminals down) New York's finest and Mayor Jameson arrived on the scene. I walked outside, and Jameson was out there looking around. He glanced in my direction, and immediately started walking towards me. He pointed his finger in my face, and started going off._

"_You, you, you…" Jameson said, obviously too angry for words._

"_There are other words in the English dictionary." I retorted, trying to contain myself with a one-liner._

"_You let that man get shot, you're always in the way of something. You are a MENACE to society. Always have been ever since you came to this city, and..."_

_During his tirade, the guilt started to creep in. Yes I did let the man get shot, I've should have been on my toes. I could've have avoided casualties altogether. I was getting angry and agitated at the fact that I couldn't protect the man. J.J relentless tirade was contributing to that. Meanwhile a frantic cop ran past us to a higher ranking officer. I turned to them, and started towards them, Jonah continued his rant in the back ground._

"_DON'T YOU WALK AWAY FROM ME_!"

_I continued to walk towards the 2 police officers, listening in on their conversation._

"_The wounded man has lost a lot of blood." The officer said to the chief._

"_Then get him out of here, don't let the man die."_

"_Were starting to lose him anyway."_

_I looked over at the ambulance truck seeing the man, and his daughter inside the truck, the father holding his daughter's hand. He was trying to calm her down, as she was crying even more than before._

"_Daddy, don't leave me." She yelled._

_The paramedics tried to console her, but her screaming increased in sound, and pitch as a beeping noise went off in the car, and the man's hand went limp in the girl's smaller hands. My heart dropped as the little girl began crying uncontrollably into the older man's chest. He was gone, that little girl lost her father, all because I let my guard down. To make matters worse Jonah came and saw what happened, and turned to me._

"_This is your fault. You are to blame for this tragedy. You say no one's dies, and yet you can't even stop a thief from shooting someone." He yelled in my face, "It's seems to me you that you can't save anyone, can you? Some hero you turned out to be." _

_He then stops, and pauses to look at me, and it was at this moment that I lost control of my emotions, and pointed my finger at him, and said these words._

"_Fuck off Jonah." I then shot a web towards a building, and swung off, leaving a dumbstruck Jonah in his place.  
_ _

I failed to save that little girl's father, yet another death to place on my conscience. I was prepared to sit down when a figure touched down in front of me. I stood up, and Felicia was standing up, moving her hair out of her face. She strolled over to me with a smile on her face, and began sensually moving her fingers down my chest, and over the white emblem of the suit.

"You look good Spider. She kissed me on the cheek, and moved to my ears, seductively whispering, Suits you well." She then kissed me through the mask, afterwards stepping back to give me a once over.

"You always did look better in black." She said with a smirk.

"Have you always had this?" I asked her.

"Well, yeah. I assumed that you wouldn't want to wear the red and blue. So I brought you this instead."

"What gave you that idea?"

"You're not exactly acting like yourself, Spider."

I went silent; I noticed that I haven't been myself tonight.

"It's been a rough evening."

"You want to talk about it?" She asked.

"No." I retorted.

She gave me a frown, and walked towards me.

"You can't hold it in forever."

I chose not to reply, for fear of what I would say.

"Fine, let's get this over with." She walked towards the edge of the eagle, and leaped off the building, soaring towards the city streets. She then extended her hands, and latched onto the side of a building using her grapple. She looked up at me, and motioned for me to follow with a wink of her eye.

"Come on Spider!" She yelled, before leaping off the building, and soaring through the air. I smiled under my mask, shaking my head, and leaping after her. We both soared down toward the streets. Landing on the top of a building, we ran across, and leaped over the edge. Flipping through the air, and shooting out a web line at a nearby building. She does the same with her grapple hook. She swings through the air, and turns to smile at me. She drops from her grapple, and plummets toward the ground. I follow after her, landing on top of a building near an alleyway. She crouches down near the edge, and pears over, and I follow her.

"Why are we here, Cat?" I asked.

"He's the reason why we're here." She replied.

That's when I notice a group of thugs waiting around with guns in their hands. A truck pulled up, and 2 men stepped out the car, with a 3rd stepping out with a crate in his hands. Then all of a sudden, a large heavy set man steps out the truck. Cat looks at the man and frowns.

"It's kingpin." I said.

"I've never seen him out with his merry band of thieves."

"That was horrible, Felicia."

"I'm just trying to **brighten** the mood, Spider." She turned and looked at me, and I knew what she meant, but I'm not ready to voice it, not yet. I focused my attention on Kingpin, noticing some subtle differences in his appearance.

"Has he, gotten leaner?" I asked the shock in my voice evident.

"So much for fat jokes, right." Felicia asked teasingly.

"No fooling."

Behind Kingpin came a bald man wearing a black suit, with a lightning bolt going up his chest. He walked beside kingpin, and crossed his arms. I didn't' recognize this man too much, but when I saw the crackle of electricity emitting from his body, it became all too clear.

"Electro, almost didn't recognize him."

"You would notice the lightning bolt on his chest gives him away."

I ignored her comment and leaned down a little closer so that I could hear the conversation going on.

"Did you get everything we needed?" A thug with a gun asked.

"Everything you need for the assignment is in this box. However…." Kingpin slammed his fist on the crate, breaking it open, "If you fail me, your punishment will be most severe."

The thugs looked at each other, and turned back to Kingpin, nodding quickly, and gathering the equipment.

"Electro will be coming with you to oversee that you complete the job with any complications."

Electro simply smiled, his eyes flashing, and electricity once again crackling around him. I turned to Felicia, but she was gone. I looked around, and noticed her going to scaling the walls with her claws. I followed behind her.

"Felicia, wait. " I called she had already made herself known to the enemy. And I wasn't ready for them yet as Felicia leapt off the wall into the fray. I looked down at the ground and saw her attack the thugs. Kingpin simply got in the truck, and pointed at me to Electro. Electro then turned around, and glanced at me with a wicked grin on his, electricity charging up around him, and his eyes glowing bright with energy.

"Crap."

**Well hopefully this is better than the original. Review if you want. Next chapter: Shocking Developments.**


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